Earnings Per Share And Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Stockholders' Equity Note [Abstract]

Earnings Per Share And Stockholders' Equity

NOTE 13 - EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY

The following table presents the calculation of basic and diluted net income (loss) attributable to common stockholders per share:

	Three months ended March 31,
millions except per-share amounts	2020		2019
Net income (loss)	$	(2,013)	$	631
Less: Preferred stock dividends	(219)		—
Net income (loss) attributable to common stock	(2,232)		631
Less: Net income allocated to participating securities	—		(3)
Net income (loss) attributable to common stock, net of participating securities	$	(2,232)	$	628
Weighted average number of basic shares	896.7		748.9
Basic earnings (loss) per common share	$	(2.49)	$	0.84
Net income (loss) attributable to common stock, net of participating securities	$	(2,232)	$	628
Weighted-average number of basic shares	896.7		748.9
Dilutive securities	—		1.6
Total diluted weighted-average common shares	896.7		750.5
Net income (loss) attributable to common stockholders per share—diluted	$	(2.49)	$	0.84

PREFERRED STOCK

In connection with the Acquisition, Occidental issued 100,000 shares of series A preferred stock (the Preferred Stock), having a face value of $100,000 per share. Dividends on the Preferred Stock will accrue on the face value at a rate per annum of 8 percent, but will be paid only when, as and if declared by Occidental’s Board of Directors. The Board of Directors will assess market conditions and Occidental's financial position on a quarterly basis to determine whether the dividend on the Preferred Stock will be paid in shares of common stock, in cash or a combination of shares of common stock and cash. At any time, when such dividends have not been paid in full, the unpaid amounts will accrue dividends, compounded quarterly, at a rate per annum of 9 percent. Following the payment in full of any accrued but unpaid dividends, the dividend rate will remain at 9 percent per annum. If preferred dividends are not paid in full Occidental is prohibited from paying dividends on common stock.

In March 2020, the Board of Directors elected to declare its quarterly dividend on the Preferred Stock payable in April 2020 in shares of common stock. In accordance with the Certificate of Designations, the number of shares issued was calculated based on 90 percent of the average of the volume weighted average price over each of the ten consecutive trading days following the dividend declaration date. On April 15, 2020, Occidental issued approximately 17 million shares of common stock to the holders of Preferred Stock as of March 31, 2020. The shares of common stock associated with the April stock dividend and the potential shares of common stock associated with the Warrants were excluded from dilutive shares outstanding for the three months ended March 31, 2020, as they would have been anti-dilutive.